How to Dissolve an LLC in Wisconsin

If you want to learn how to dissolve an LLC in Wisconsin, you’ll have to be mindful of the steps necessary in order to properly dissolve your Wisconsin LLC. An LLC, also referred to as a Limited Liability Company, is formed by filing the Articles of Organization with the Wisconsin Department of Financial Institutions.

What to Do Before you Dissolve Your LLC

Before you can begin the process of dissolving your LLC, you need to do the following:

• Have a meeting with all members of the LLC, and record a resolution to dissolve the Wisconsin LLC

• File all necessary annual reports with the Wisconsin Department of Financial Institutions

• Resolve any outstanding debts of the LLC

• Pay all taxes and additional administrative fees that are owed

You should also look at the operating agreement (if you have one) for identifying any other requirements prior to dissolving your LLC. There might be a section in the operating agreement that was previously drafted regarding the process of dissolving your LLC. You’ll also need to follow rules regarding voting and giving advanced notice to all members that the LLC is going to be dissolved.

The State of Wisconsin, particularly the Wisconsin LLC Act, allows members to dissolve an LLC by providing written consent of all LLC members, regardless of whether or not the articles of organization or operating agreement maintain provisions for dissolution.

Form 510-Articles of Dissolution

LLCs must submit Form 510 – Articles of Dissolution to the Department of Financial Institutions – Division of Corporate and Consumer Services in person, by mail, or by commercial delivery. Specific information will need to be included in the articles of dissolution, including the LLC name, the filing date of the articles of organization, the reason for dissolution, and the effective date of the dissolution (if applicable). If you choose to provide a delayed dissolution date when you submit your articles of dissolution, note that you can only delay the dissolution up to 90 days.

After drafting this form, you will need to submit the original document, one copy, and the $20 processing fee to the above-mentioned department at P.O. Box 7846, Madison, WI 53707. It should take approximately five days to process. If you choose to have your dissolution request expedited, you can submit your document to 345 W. Washington Avenue, 3rd Floor, Madison, WI 53703 with a $25 expedited request fee. For expedited services, it should take approximately one business day to process your request.

Keep in mind that if your LLC is not in good standing, then you cannot dissolve your LLC. Also note that immediately after you dissolve your LLC, another company can begin using your name (some states require that the business be dissolved for a certain number of years before another entity can begin using that name).

Administrative Dissolution

Your LLC could be administratively dissolved if you fail to comply with local and state laws. For example, if you fail to pay certain required fees or supply annual statements that might be necessary, your LLC could be dissolved involuntarily. If this is the case, then the Department of Financial Institutions will send you a letter indicating as such, giving you 60 days to be up-to-date in your filings and fees. If, however, you fail to do this, then your business will be dissolved. Once your business is dissolved, another entity can use your name. Therefore, you lose immediate rights to your business name. If you have any questions regarding the status of your entity, you can always contact the Wisconsin Department of Financial Institutions at (608) 261-7577.

If you want to attempt to reinstate your delinquent LLC that was administratively dissolved, you will need to pay delinquent annual report fees along with a $100 application fee.

What to Do After You Dissolve Your LLC

After you successfully submit your dissolution form, you are not yet finished. You will still need to do the following:

• Distribute remaining assets

• Close all business bank accounts and credit cards

• Cancel local business licenses and permits

• File Form 966 with the IRS

• Cancel the IRS account associated with your Employer Identification Number (EIN)

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